Cat vs Crow: Nightmare
by ArkhamKnight
Summary: When Dr. Crane designs a formula that could spell extinction for Arkham Asylum, Selina Kyle must don the Catwoman costume and become a feared creature of the night. But the fear that Scarecrow harvests is so potent...she may use up her nine lives all at once. Post-TDKR. Reviews welcomed.
1. The Final Problem

**The following story stars Cillian Murphy as Dr. Jonathan Crane/Scarecrow, and Anne Hathaway as Selina Kyle/Catwoman. All trademarks are property of DC and WB. Reviews and comments are welcomed and encouraged. I read and respond to all of them!  
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_Arkham Asylum - Gotham City - 0100 Hours.  
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"Gotham needs saving. It has a problem." Crane darted his eyes around the room from beneath his thick lenses, his folded hands lightly touching his lips as his elbows rested on top of his desk.

"Fortunately for Gotham, there is no problem I cannot fix."

He folded his hands in his lap. "Look, I'm a survivor," Crane continued speaking to the three street thugs standing in his office. "I survived Ra's Al Ghul, the Joker's chaos, the Batman, Bane. Everyone. I simply couldn't stay down. I wouldn't. That's the type of man I am. I'm the last man standing in this city."

He swiveled around in his patent leather office chair, casually looking at the ceiling. The name plate on the desk read "Dr. Jonathan Crane – Psychologist".

"And out of the ashes I rose. Rehabilitated. And to ultimately retake my former position at Arkham."

He stood up, his fists clenched, and the tone of his voice lowering. "So tell me," he said taking a remote off of his desk and turning on the television to reveal surveillance footage of what looked like a downtown pharmacy. "Why is it that, when I ask you to do something as simple as gather a few prescriptions for me, you can't even do that?"

The footage on the screen showed a slim, statuesque woman in a sable black outfit, dodging attacks from Crane's lackies. She had a gymnast's build, toned. Tactical opera gloves encasing strong, trained arms over a Kevlar, synthetic leather combination catsuit. She disarmed her assailants as speedily as she disabled each of them. With extreme agility and discipline, she methodically incapacitated the would be thieves. She stopped for a moment to dodge one the attackers swinging a pipe, before sending her heeled boot into his stomach. He keeled over gripping his torso. She finally grabbed the last thug and threw him across the aisle into the shelf that held the shampoos and conditioners. He impacted them with a heavy crash.

"They call her the Catwoman," one of the thugs explained as the figure on the footage strutted away from the scene, flicking her long brown hair behind her. Her face was hidden behind a mask as she looked up at the surveillance camera before leaving the pharmacy.

Crane sneered. "How dramatic."

He walked around to the front of his desk. He wore a white lab coat that seemed to be one size too large. His hands raised while he spoke. "I've come so close now to solving the final problem. The problem that is inherent in Gotham. My formula is near complete – and you idiots will be the cause of its unraveling."

"She was really fast, boss," complained one of the thugs.

"And she nearly took out my eye!" another whined.

"Do you know why I chose Arkham?" asked Crane calmly, ignoring the bickering of his employees.

The room was silent.

"I chose it, because this place is the source of the problem. The scourge of this asylum. Everything from here festers. The scum of Gotham are wound around it like a sickly, polluted spider web. Wrapping it around our throats, cutting off our air supply. The psychopaths here have learned to love the turmoil, as their shrieks echo these halls every night. I simply will not let this stand."

Crane paused to take in a breath.

"I am going to save Gotham. With Batman gone, no one is left to save it. I will use fear to destroy Arkham Asylum and everyone in it from within. And finally we can rebuild what was once a thriving city. I am now the hero this city deserves."

"We're sorry boss," the thug holding his eye whimpered.

"No matter," replied Crane. "While you fools were out gallivanting, I was able to call in someone who can help me get some real results."

"Huh? Who might that be?" Hawk, Crane's Number 2, asked defensively, crossing his arms.

"Him," Crane answered, pointing to the doorway as a tall, hulking man in a grey Armani suit stepped in. He adjusted his cufflinks.

"Alberto Falcone, son of Gotham's greatest crime boss. Shouldn't you be out running your dive of a nightclub?" Hawk inquired while snickering and turning to the doorway.

"The nightclub is merely a front," Alberto said calmly, looking at his watch. "I believe in what Crane is doing. And since you fools are too stupid to follow orders, I will be able to better assist Crane with his operation. What he needs now is protection while he completes the formula. Protection from the cops, this cat broad, and anyone else looking to interfere."

Hawk was confused. "Then what the hell am I supposed to do?" he asked, looking at Crane. As he went to look back to Alberto, the son of Gotham's notorious crime lord sent his palm into his throat. Hawk fell to his knees gasping for air as Alberto went behind him and clenched his hands around the back of his neck. Soft, desperate moans were heard, followed by a snap.

The two other gang members just gasped.

"Boys, Alberto here has just been promoted," Crane said casually as Hawk's body hit the ground with a thud. "Follow his lead. We're going to the basement to complete the formula. Tonight...we make history."


	2. The Specimen

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As the men discussed their plans upstairs, a pair of slender, catsuited legs slithered through an open window into the basement below the Asylum. Of course, the window hadn't been left open, but cats were notorious for going where they didn't belong. It was a tight fit for her, but Catwoman slid through with a casual grace like she was doing nothing but slipping into a bath.

When her face appeared, obscured by a black domino mask, her ruby lips were turned up to one side in a playful grin, eyes already looking about her new surroundings. She wasn't here to steal anything valuable, but she still got a thrill out of being somewhere that she wasn't allowed in; particularly when they were dangerous places.

"I told you I'd make you rich...and make you rich I shall!" Crane insisted as Alberto and the other two goons followed him noisily down the stairs.

"I don't care about the money...I'm already rich," boasted Alberto. "I want to know more about this "Nightmare" drug. If it could be the next big thing I want in on it early."

Catwoman heard the muffled voices upstairs and began exploring, swaying her hips as she looked over the vats of chemicals and various chemistry baubles. She paused in front of a device that looked like a glass silly straw, the slender tube twirling around and around. She cocked her head and traced it with her fingertip, curious as to its prettiness and apparent use.

Her pause was only for a couple of breaths before she swayed further down the table with her sensuous gait, in no hurry at all.

"Chemicals, chemicals, chemicals," she thought to herself. "Looks like dear Dr. Crane is up to no good, and I've found all his dirty secrets." Catwoman reached up to the lenses that stood up like cat ears on her head and flipped them down, reading the different labels with her night vision. She didn't know what any of the labels meant, but she did recognize some of them from her old stomping grounds.

Crane had started testing his new recipe, code named "Nightmare" on samplings of the population, largely in the ghettos where she used to make her nest. That was his mistake. She was largely ambivalent towards him gassing rich people or criminals, but the people of Old Town were more or less under her protection. Now he had crossed paths with a black cat, and he was going down.

Catwoman turned her head when she heard the men tromping down the stairs, still going over their grand plans.

"The drug is too unpredictable, too dangerous to use for recreation," Crane crowed back. "Without proper testing there's no telling what is needed to endure it. The drug was not designed for a fun time with your mobster friends, Alberto. Or the common street gangbanger."

"Why? What is so bad about it?" Alberto asked interestedly.

"As if the name Nightmare doesn't scare you? Lets just say death would be a release from it," Crane replied. "The drug has been ready for some time now. But tonight we need to work out its unpredictable variables and side effects."

As quietly as a snowfall, she padded over and rested on the wall beside the door, flicking her night vision goggles back up on her head. She uncoiled her whip, eyes growing sharper as she prepared to pounce. The men were so noisy coming down the stairs, she didn't know how they could stand it. She stayed right where she was, resting against the light switch - the lights remaining off as the door was opened.

She waited patiently for them all to enter the basement, until one of them reached over to feel for the light switch.

She snatched his wrist in a painful grip. "Tsk, tsk," she purred. With that she stabbed a kick into the side of his knee, buckling it and making him cry out in pain. A twist and her grip on his arm forced him to double over, presenting himself for two sharp kicks, one to the stomach and another to the face to lay him out for good.

Crane had heard a yelp, followed by what seemed like dancing shadows across the room.

The other goon was just turning around to blink stupidly when Catwoman's shin smashed up into his groin.

"Oh...ouch,' she paused to grin before a pistoning kick threw him backwards and he fell hard onto the ground.

Lashing out with her black leather whip, the end coiled around Alberto's foot and she yanked hard, with such sudden strength that he almost did the splits.

'Ouch again...' she cooed, spinning around to kick him in the face, loosening her whip free at the same time.

Catwoman was still shrouded in the darkness of the room, vague glimpses of her body apparent as she finally turned to Crane, cocking her hip to one side as she regarded him.

"You should really lock your windows better," she said without mirth. "Especially when you cross me."

Amidst the cries of pain, Crane gulped as the Catwoman came out of the darkness, the soft light of the moon being the only luminescence on Crane and the feline fatale.

Naturally, other members of the "Rogues Gallery" may have cursed her, or rushed her for an attack. Crane simply studied her and her details. She had a lithe figure. A wide tool belt hung rakishly on her hips, like it had fallen down her waist only to be caught where her hips widened.

Her booted thigh high spike heels made her appear very domineering. The domino mask conformed to her face and defined cheekbones, concealing her identity while dark mascara, heavy eye shadow, and deep red lipstick accentuated her womanly features, her beautiful eyes piercing his own. Her full auburn hair glistened.

The outer material of her suit was embossed with a hexagonal pattern, the scale-like material glittering where the light touched it. "Very sophisticated," Crane thought to himself. "Likely funded by some sort of military R&D division."

"Oh my...you are quite the specimen, Ms...well...I suppose we'll get to whoever you are," commented Crane as he stepped backwards, his arms relaxed at his sides.

Alberto stumbled to his feet, gripping his groin, his face grimacing in pain. He looked around to see his other comrades completely knocked out.

"Tell me, what does it take?" Crane marveled at his intruder inquisitively. "What does it take to put on that mask every night? Beating men to a pulp. My curiosity outweighs even that of your own. I want to know everything about the woman behind the cat."

Catwoman's eyes were cold as she watched Crane, appearing startled only for a moment before he began to "study" her. Normally she would have traded quips with the deranged doctor as he made remarks about her being a specimen. She didn't mind men noticing her and being distracted by her, but she did mind when they got too...close.

Without responding to his questions, her whip lashed out and snagged the rising Alberto around the throat as she yanked him forward, causing him to sprawl onto his face in front of the Cat before he could recover his balance.

"You're fine right there, moneybags," she chirped before planting her heeled boot into his back. She smirked, relishing dominating this larger, more powerful man, stepping on him, then over him as she advanced towards Crane.

She swayed her hips as she approached him slowly and confidently, her alluring movements somehow making her intent seem more dangerous.

"Less worrying about me," she said, her playful tone diminished, "more worrying about you...Doctor." She did not like how unintimidated Crane seemed.

She would have to change that.


	3. FDA Approved

**Though the potential for romance is always a possibility, I will likely continue this story in the style of a dark, gritty, angsty, action drama. This story is meant to delve deep into the psychologies of both Catwoman and the Scarecrow. Enjoy, and remember to favorite, follow, and review! I appreciate it!**

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Catwoman's fists clenched, the leather of her gloves creaking as she lashed out, pistoning her foot toward Crane's chest, driving him back into the table stacked with fragile chemistry equipment. Alberto was still flat on his face, grunting from her knife heel having been dug into his back. Crane crashed into the table as flasks and other chemistry equipment were destroyed, covering the doctor in glass shards.

"I...ughh..." he moaned, rubbing his head covered in debris.

"I'm not a certain caped crusader, little man." Catwoman cracked her whip, the tip cutting a small hole in the front of Crane's dress shirt. "I don't make threats, so, you're either going to tell me about the little game you've got going on here, or I'll solve this the easy way."

The doctor was frightened but continued to stammer out words. "A woman...of few words...confidence on the surface perhaps, but I sense some deep seated regret, resentment, vulnerability and, above all, insecurity...Is that why you hide behind a mask? You're an enigma...no doubt...likely one of my most complex patients."

Catwoman's eyes narrowed. "_Is he diagnosing me?_" she thought to herself. She snobbishly rolled her eyes. She generally dealt with thugs and thieves, not real psychopaths. She didn't know how the Batman handled it sometimes...

Alberto raised his head up from the ground and with weary eyes saw Catwoman's back. He looked up at this panther; this beast of a woman. But Alberto didn't see just any woman. Crane may have seen a specimen, but Alberto he saw something else. A lecherous sneer formed.

"You have a way about you, don't you love?" He said, wiping blood from his lip. "You'd make a fine addition to Omega. Can you dance? I have a feeling they'll show up in droves to see you. Good for business, good for all. Know what I'm saying?"

As Alberto spoke, Crane eyed a small canister on the other end of the room. It was dark, but he could make it out from its green casing. It was "Nightmare", and it had finished its mixing combination last night. A little red light on the mixing device indicated this. Yes, he'd have to run more tests, but Catwoman was clearly victorious. And this was truly his last resort.

Catwoman paused, her head slightly turned and dusky eyes turning down on Alberto due to his remarks. Again, she didn't mind men being distracted by her, but when they made those types of comments, she really did mind. She curled her upper lip at Alberto, then abruptly stepped back and plowed her boot into his jaw, intent on shutting him up.

Crane suddenly got up and ran as fast as he could through the darkness, tripping over a chair until he dove onto the table for the canister. Catwoman heard the scuffling of shoes as Crane turned and ran for it.

"Really?" she arched an eyebrow beneath her mask. Stepping on Alberto again as she did so, she whirled her whip around and lashed out, attempting to coil it around Crane's ankles.

As Crane dove for the table, he could feel the whip coil around his leg, and he stopped in mid air, hitting his chin on the table, sprawled out. "Offufufukc," Crane cursed, clawing at the concrete ground as Catwoman tugged him away from the table. "Albert-helppp," he exclaimed grasping at anything he could. His bodyguard was out cold, and not getting up anytime soon. He himself was close to passing out from the pain. This cat had put him through his paces.

Catwoman advanced on Crane. "Hm," she flicked her wrist, ready to put an end to this. "Easy way it is then." She swaggered over to him, attempting to grab him by the back of his collar.

"Clearly deranged, delusions of grandeur," he muttered as he gurgled out spit, continuing to diagnose Catwoman. He could hear the click of her heels coming towards him. A cocky remark followed by her strong hands clenched the back of his collar. Crane suddenly turned around, very lucid.

"I recommend this. New on the market," he said excitedly as he brought the green canister to the dominatrix and pressed the trigger. A small clear mist emitted from it directly in front of the Catwoman's face.


	4. Dosed

A mist sprayed out, and Catwoman recoiled as a shock shot down her spine, immediately letting go of Crane's collar and staggering back a step. It wasn't the startling sensation of being sprayed that made her let go, however. An intense feeling had suddenly rushed through her, like she'd been jolted awake, and it wasn't going away either.

For a second, she blinked, momentarily bewildered and not noticing how her heart was hammering, her chest heaving as adrenaline coursed through her. But then slowly she felt it...something watching her. Not just around her, but inside her... seeing everything within.

Taking quick, shallow breaths, her eyes darted to one side, having the sudden feeling that there was something there.

Then in the other direction, turning so sharply she almost stumbled.

This wasn't right, she realized. She knew that she was the only one in here besides Crane and the senseless men...

But knowing that wouldn't make the feeling go away.

She clenched her eyes shut, trying to focus, forgetting about Crane for the moment. The world was changing shape when Catwoman opened her eyes again. Things were becoming warped, things that couldn't be real starting to appear.

Eyes on her, staring deep inside.

Crane watched in amazement as the effects began to take hold over Catwoman. Crane grunted in pain as he got up to his feet, adjusting his lab coat. "Tell me Catwoman...as our first trial member...what are you experiencing right now?"

Crane went to the side table and opened the drawer, fidgeting with something. One he turned around, it was evident that he was wearing the sackcloth mask he wore years ago. His Scarecrow persona.

"What do you see Catwoman?"

She turned towards the voice talking to her, seeing the blurry shape of a man. It was Crane. No...

Scarecrow.

But his face was something terrible, shifting unnaturally, eyes gleaming and sharp, seeing right through her to the vulnerabilities she tried to hide.

Her casual body language was gone, no longer slinky and relaxed. Every muscle was tense as her lips parted in something close to a sob of fear, her brow furrowing with wild desperation. She took a stiff step backwards, wanting to run but legs feeling weak, and arms heavy, her breathing frantic.

Once he asked her what she saw - he changed. Her eyes widened.

This was no longer Scarecrow.

He was the man who had run the orphanage she grew up in.

He had beaten her, beaten all of them. Made her feel so small and weak...

But she had escaped him. She'd broken out of the orphanage and he had died years later.

She trained so that she wouldn't be victimized again...but now he was here and as big as she remembered him, towering over her.

He'd returned...and she could never escape him.

She heard his mocking laugh.

"No!" she shrieked, "I-I got...I got away from you! You can't be here!"

But the man just kept coming closer, wanting to take her freedom away again.

"This can't be real!" She cried out, turning away from him and hugging herself, clenching her eyes shut. "You're not here!"

Something was wrong. She tried to fight it.

Scarecrow turned back around to his workbench and took a white cloth from the table, again doing something with it. He then turned and walked slowly around the Catwoman until he flanked her. As his opponent looked away, he put his arm around Catwoman's torso, locking her in place. With his other hand he brought the cloth over her mouth and nose.

This was not chloroform. No. This was not something designed to put people to sleep. The cloth was doused in Nightmare. And Crane saw Catwoman's eyes roll back as the fumes were inhaled.

"Take one of these...and call me in the morning."

'MMHHHH!' Catwoman cried out, freezing up as fear paralyzed her.

Her back arched while her hands clambered at his arms. She didn't know what was going on. There was too much happening at once. She squirmed frantically rather than using the crisp, trained movements that she'd learned over the years. She didn't know what she was trying to get away from but knew that she couldn't regardless.

And that made it all the worse.

'NNNNHHHH!' her voice pealed behind the cloth, heart hammering and hyper ventilating. Slowly she began to wilt, eyes wide and fixed before rolling back into her head.

Unspeakable nightmares filled her mind as her struggles slowly ceased, leaning back into Crane. She bucked a few times, eyes bugging out behind the mask and staring at some far away terror. Her arms fell to her sides.

Catwoman went limp in Scarecrow's grasp. "Hmm," he pondered. "We need to be blunt with each other, Kitty. You have a problem. And the first step is accepting that you have a problem...Luckily for you there is no problem I cannot fix." He finally released Catwoman from his grasp.

It was a testament to her physicality that she hadn't collapsed or her body hadn't shut down entirely. This much of the Nightmare should have overdosed someone her size, but she remained able to support her own weight, if barely. But now the adrenaline had become too much, driving her to exhaustion.

She eventually slumped down to her knees, trembling, until toppling over onto her side, her eyes mercifully closed.

"Well then," Crane said. "I think that's all we have time for today, don't you?" He paced around the fallen Catwoman, before gently kicking her onto her back. She was sprawled out in a heap, one arm swinging wide and plopping limply on the dusty floor while her head lolled in the same direction. Her formerly gleaming black suit caked with dirt and dust from the grimy basement floor.

Crane knelt down and slipped his fingers underneath her domino mask and clasped it. Without preamble he slowly slipped it off the top of her head. Her head bucked a bit until finally giving way to the mask. Her eyes were completely closed.

"_What nightmares was she experiencing?_" Scarecrow wondered to himself.

"All in all, I think this was quite a success, Ms..." He studied her face. Unfortunately, he didn't recognize her at all. He stood back up and tossed the mask on the ground before stomping on it with his shoe. "You are faster, stronger, and most of all, a formidable fighter," Scarecrow said. "But I had something on my side that you could not comprehend...science."

Even though she appeared to be sleeping peacefully, her brow had light furrows, eyebrows drawn in, giving her a troubled expression like she was having a nightmare...which she undoubtedly was. As the mask crunched under his shoe however, her head began to stir.

"Well I'll be damned," a woman's low, sultry voice said from behind, a figure looming in the doorway as she watched the Scarecrow looming over the defeated, and unmasked Catwoman. Scarecrow carefully removed the sackcloth from his head, and rolled his eyes.

"You weren't supposed to be here until next week," Crane said.

"It appears you had a visitor?" the voice inquired, ignoring the psychologist's remark about her punctuality.

"It's been taken care of. Contrary to what someone like you might think...brute force is never the answer. Brains over brawn, every time," spoke Crane.

The woman came through the doorway to reveal herself, adorned with a dark red, scaly, tight blouse. A black trench coat draped over her, also with red lining. Red leather pants completed her outfit, along with a pair of black leather knee high boots. A Katana blade was fastened to her belt. A sash wrapped around her neck, and long flowing black locks flowed behind her. She was evidently of Chinese descent.

"I've heard about this one," Lady Shiva said, looking at the Cat. "Another one with a taste for the theatrics." She had noticed the Catwoman was probably four or five years older than her. Her eyes wandered to the broken and unconscious men laying on the ground. She gave a look of disgust at Alberto Falcone, his mouth gushing blood. "He'll need a hospital."

"She has the Nightmare in her," Crane interjected, not caring about Alberto's well-being.

The ninja smiled with interest. "Oh?"

Catwoman's heavy eyes half opened. She looked to her side towards the raven haired woman, and in horror saw one of the policemen who had constantly harassed her while living on the streets of Old Town. He would steal from her as well as the other street kids. She had gotten back at him several times over since then, but now he was back, and he wanted revenge.

As Lady Shiva walked closer, Catwoman stared wide eyed and frightened.

"S-stay...stay away...I'm warning...you," she mewled, lips trembling in fear. Her heels scraped against the floor as she attempted to crawl away from the policeman. Getting up to her feet, she stumbled into a table as she attempted to get away, eventually hugging the wall.

Crane retrieved a clipboard from the floor, beginning to take notes and recording his observations. "Interesting," he said.

Catwoman pressed her back against the wall, her face wasn't nearly as dangerous anymore without her mask on. She turned around and gasped staring at the wall, in fear of what she saw.

The Batman. He loomed over her like a demon.

"You!" She spurted out, as Lady Shiva and Crane noticed her talking to the uninteresting wall.

"You left me..." she sobbed. It was the Batman who had abandoned her back in Florence, and sentenced her back to Gotham City. To this hellish life. After all they had been through, they couldn't make it work.

It was all his fault.

Catwoman brought her gloved fist back and smashed it as hard as she could into Batman. He didn't budge. Pieces of rock broke off the wall from her powerful blow. She didn't even notice the pain.

Then she hit the wall again.

And again.

Crane and Lady Shiva eyed her suspiciously as Catwoman unleashed a frenzy of fists into the wall until it began to dent and crack. She continued to hit it harder and harder until slumping to her knees, whimpering.

Crane was fascinated. He looked over to Shiva. "There is something very wrong with the Catwoman," he noted, looking down at his clipboard, writing. "And I intend to find out what it is..."

"Just remember who helped you reclaim your position at Arkham when you take over Gotham," Lady Shiva stated. "If the drug can truly be turned into a weapon, my enemies will fall to it just as yours did."

Shiva was not as interested in Crane's study. In fact, this Catwoman character was beginning to annoy her with her antics, and the sooner Crane completed his work, the sooner she would be able to return to Hong Kong with this "Nightmare." She approached the unmasked feline fatale. As Catwoman realized the ninja was approaching her, she swung her fist around in a panic, unfortunately hitting nothing but air as Shiva dodged it gracefully.

The ninja grabbed the catsuit-clad woman by the scruff of her suit and lifted her high into the air with two athletic arms. She dangled in Shiva's grasp while the world around her was spinning.

"I-Isis-" she said, delirious. "Isis...it's t-time for bed."

"That's enough," shushed Lady Shiva, preparing to throw the Cat into a library shelf of textbooks. "Amateur hour is over."

She launched Catwoman across the room.

Everything went black.


End file.
